SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, and intending to be legally bound hereby, PRO VALUE AUTOMOTIVE, CORPORATION., a Florida corporation with principal offices located at 5422 Carrier Dr., Suite 309, Orlando, Florida 32819 (the “Maker”), promises to pay to the order of DOUGLAS J. NAGEL (the “Payee”), the principal sum of One Hundred Seventy Five Thousand ($175,000) Dollars (the “Principal Amount”) together with interest thereon at a rate per annum of nine (9%) percent (the “Interest Rate”) calculated on the basis of a 365-day year, for the actual number of days elapsed (the “Indebtedness”), except that interest shall not commence to accrue until December 1, 2012.

Interest accrued at the Interest Rate shall be paid in installments by the Maker to the Payee on or before the 15 ^th day of each month for interest accrued during the preceding month. The entire Principal Amount, together with all remaining interest thereon at the Interest Rate is due and payable in full on or before August 12, 2012 (the “Maturity Date.”)

The Indebtedness is secured by a first lien on, and security interest in 10,750,000 shares of common stock of Greencell, Inc., a Delaware public corporation (the “Greencell Stock”), which Greeencell Stock is owned by General Automotive Company, a Nevada corporation (“General Automotive.”) Payee's security rights and interests are more fully set forth in that certain Pledge and Security Agreement among Payee and General Automotive of even date herewith.

Maker may prepay the principal balance, or any portion hereof at any time, without penalty; provided that all accrued interest, fees, and costs shall remain due and payable. All payments under this Secured Promissory Note (the “Note”) shall be made by Maker without defense, set-off or counterclaim in immediately available funds and delivered to Payee at Payee’s office located at 2450 Oak Industrial Drive, Grand Rapids, Michigan 49505, or at such other place as shall be designated in writing by Payee.

The liabilities and obligations of Maker hereunder shall be unconditional without regard to the liability or obligations of any party and shall not be in any manner affected by any indulgence whatsoever granted or consented to by Payee, including without limitation, any release of any party, guarantor, or any collateral, or any extension of time, renewal, waiver of other modification. Any failure of Payee to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time-to-time thereafter.

This Note shall be governed as to its validity, interpretation and effect by the internal laws of the State of Florida for contracts made and to be performed within the State of Florida. The terms of this Note may not be changed or amended orally but only by a writing signed by Payee. In any legal proceeding involving, directly or indirectly, any matter arising out of or related to this Note, or the relationship evidenced hereby or thereby, Maker, and Payee by its acceptance hereof, hereby irrevocably submits to the jurisdiction of any court in Miami-Dade county in the State of Florida or the United States District Court for the Southern District of Florida and agrees not to raise any objection to such jurisdiction or to the laying or maintaining of the venue of any such proceeding in such county.

It shall be an event of default hereunder if: (i) any portion of the Indebtedness is not paid when due; (ii) Maker breaches any of the warranties or covenants contained in this Note, or the Pledge and Security Agreement; (iii) Maker commences a voluntary petition for bankruptcy protection pursuant tothe United States Bankruptcy Code; or (iv) there shall be commenced against Maker an involuntary petition for bankruptcy protection pursuant to the United States Bankruptcy Code and any such proceeding shall remain undismissed for a period of 60 days. Upon the occurrence of an event of default, the entire Indebtedness may become, or may be declared to be, due and payable.

Maker and endorsers of the Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and herby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

The Maker hereby agrees to pay all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Payee in the collection of the Indebtedness evidenced by this Note or in enforcing any of the rights, powers, remedies, and privileges of the Payee hereunder.  As used in this Note, the term "attorneys' fees" shall mean reasonable charges and expenses for legal services rendered to or on behalf of the Payee in connection with the collection of the Indebtedness evidenced by this Note at any time whether prior to the commencement of judicial proceedings and/or thereafter at the trial and/or appellate level and/or in pre- and post judgment or bankruptcy proceedings

If any provision of this Note shall for any reason be held to be invalid or unenforceable such invalidity or unenforceability shall not affect any other provision hereof, but this Note shall be construed as if such invalid or unenforceable provision had never been contained herein.

IN WITNESS WHEREOF, intending to be legally bound hereby Maker has caused this Note to be executed and delivered by one of its duly authorized officers, as an instrument under seal as of the day and year first above written.

PRO VALUE AUTOMOTIVE CORPORATION

By: /s/ Daniel Valladeo

DANIEL VALLADEO

Chief Executive Officer

PLEDGE AND SECURITY AGREEMENT

THIS AGREEMENT is made as of this 1st ^th day of October, 2011 by and between GENERAL AUTOMOTIVE COMPANY, a Nevada corporation with principal offices located at 5422 Carrier Dr., Suite 309, Orlando, Florida 32819 (the "Pledgor"), and DOUGLAS J. NAGEL ("Pledgee").

RECITALS

WHEREAS, Pledgee has loaned funds to the Pledgor in the principal amount of Six Hundred Sixty Thousand ($660,000) Dollars as evidenced by that certain Amended and Restated Convertible Promissory Note of even date herewith given by Pledgor to Pledgee (the “Amended Note); and

WHEREAS, Pledgee has loaned funds to Pro Value Automotive Corporation, a Florida corporation related to the Pledgor (“Pro Value”) in the principal amount of One Hundred Seventy Five Thousand ($175,000) Dollars as evidenced by that certain Secured Promissory Note of even date herewith given by Pro Value to Pledgee (the “Pro Value Note); and

WHEREAS, pursuant to that certain Collateralized Guaranty Agreement among Pledgor and Pledgee of even date herewith (the “Guaranty Agreement”) the Pledgor has unconditionally guaranteed the payment obligations of Pro Value under the Pro Value Note; and

WHEREAS, to secure the obligations of Pledgor under the Amended Note and the Guaranty Agreement, and to secure the obligations of Pro Value under the Pro Value Note, the Pledgor has agreed to grant to Pledgee a first lien on, and security interest in, certain common stock of the Pledgor in Greencell, Inc., a Delaware public corporation (the "Greencell Stock").

AGREEMENT

NOW THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

1. Pledge . To secure the payment and performance of the obligations of Pledgor under the Amended Note and the Guaranty Agreement, and to secure the obligations of Pro Value under the Pro Value Note, the Pledgor hereby grants to Pledgee, a first lien on, and security interest in the Greencell Stock, and in connection therewith pledges and assigns to Pledgee the Greencell Stock. The stock being pledged hereunder is more particularly set forth in Schedule 1, which is attached hereto and made a part hereof. Such shares of stock and interest are referred to as the "Pledged Shares" and the certificates representing such Pledged Shares are referred to as the "Certificates". The Stock together with all rights of Pledgor in and to any dividends or other distributions made on or with respect to the Pledged Shares, or in exchange therefore, whether as dividends in cash or property, stock dividends, stock splits, as a result of any recapitalization, reorganization, merger, exchange of shares, or otherwise and all proceeds thereof, are hereinafter collectively referred to as the "Pledged Collateral".

2. Delivery of Pledged Shares . By these presents Pledgors do hereby deliver to David P. Lemoie, Esq., Law Offices of David P. Lemoie, 100 SouthEast Second Street, 44 ^th Floor, Miami, Florida, 33131 (“Escrow Agent”), in pledge for the benefit of Pledgee, all of the Certificates, together with stock powers for the Certificates duly executed in blank for transfer by the registered owner of the Pledged Shares as described in Section 1 of Schedule 1 hereof.

3. Representations and Warranties . Pledgor represents and warrants that: (i) they own, or will own at the time of delivery, the respective Pledged Shares free and clear of any liens or encumbrances and that there are no restrictions upon the transfer of the Pledged Shares, and (ii) the Pledgor has the right to transfer the Pledged Shares to Pledgee free of any other security interests, liens, encumbrances or restrictions and without obtaining the consent of any person, corporation, or other legal entity.

4. Pledgors’ Covenants .

4.1 Negative Covenants . Without the prior written consent of Pledgee, until the termination of this Pledge Agreement and the pledge created hereby the Pledgor shall engage in the sale, transfer, pledge, hypothecation or creation of any other security interest or encumbrance or on all or any part of the Pledged Shares, or the execution of any agreement contemplating any of the foregoing.

4.2                 Affirmative Covenants . In the event that Pledgee is entitled to foreclose upon the Pledged Collateral, the Pledgor shall execute and deliver such representations and certifications as are reasonably necessary or appropriate to comply with the provisions of Rule 144 of the Securities and Exchange Commission, in order to facilitate the Pledgee’s sale or other disposition of the Pledged Stock.

5. Further Assurances . The Pledgor will, upon Pledgee’s request from time to time, and in confirmation of the security interest hereby created, execute and deliver to Pledgee such further acts, deeds, transfers, assurances, financing and continuation statements, and agreements, and take such other action, as Pledgee may reasonably request.

6. Defaults . There shall be an “Event of Default” for purposes of this Agreement if: (i) a Default shall have occurred under the Amended Note or the Pro Value Note; or (ii) the Pledgor shall breach or fail to perform any warrant, covenant, or agreement contained in this Agreement.

7. Remedies . Upon the occurrence and continuance of an Event of Default, Pledgee shall have any may exercise all of the rights and remedies available to a secured party under the Uniform Commercial Code as in effect in Florida and all other applicable laws.

8 Indemnification . Pledgor shall jointly and severally indemnify, defend and hold harmless Pledgee from and against any loss, liability, damage, or expense which Pledgee may incur other than any loss, liability, damage, or expense, occurring as a result of Pledgee’s fraud, willful default, gross negligence or violation of any Federal or State Securities laws, rules or regulations in connection with this Agreement (including without limitation, the investigation or defense of any claim) or the taking, holding, and/or disposing of the Pledged Collateral.

9. Rights of Pledgor in Pledged Shares . For so long as there is no Event of Default, Pledgor shall retain and may exercise all rights of or incident of the ownership of the Pledged Shares, including voting rights, which are not inconsistent with the terms of this Agreement; provided that Pledgor shall not vote the Pledges Shares in any manner contrary to the terms hereof.

10. Termination . This Agreement and the security interest and pledge created hereby shall terminate on the payment in full of the Indebtedness as provided under the Amended Note and the Pro Value Note. Upon termination, Pledgee shall cause Escrow Agent to deliver to the Pledgor all the Certificates, with all stock powers therefore, and the balance of the Pledged Collateral.

11. Waivers . Pledgee shall at all times have the right to enforce the provisions of this Agreement in strict accordance with the terms hereof, notwithstanding any conduct or custom to the contrary. The failure of Pledgee at any time to enforce its rights hereunder shall not be construed as having created a custom contrary to the provisions of this Agreement, as having modified in any manner the terms hereof, or as preventing Pledgee from thereafter enforcing strict compliance. All rights and remedies of Pledgee are cumulative and concurrent and the exercise of one right or remedy shall be deemed a waiver or release of any other right or remedy.

12. Entire Agreement . This Agreement, together with the Amended Note, the Pro Value Note, and the Guaranty Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be changed or modified in any manner, nor any rights or remedies waived, except in writing, signed by the party sought to be bound by such change in waiver.

13. Governing Law and Jurisdication . This Agreement shall be governed as to its validity, interpretation and effect by the internal laws of the State of Florida for contracts made and to be performed within the State of Florida. In any legal proceeding involving, directly or indirectly, any matter arising out of or related to this Agreement or the relationship evidenced hereby or thereby, maker, and payee by its acceptance hereof, hereby irrevocably submits to the jurisdiction of any court in Miami-Dade County in the State of Florida or the United States District Court for the Southern District of Florida and agrees not to raise any objection to such jurisdiction or to the laying or maintaining of the venue of any such proceeding in such county.

14. Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Any counterpart of this Agreement may be executed and delivered by any party via facsimile provided a manually executed counterpart is later delivered to the other parties.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have executed this Agreement, as an instrument under seal, as of the day and year first above written.

GENERAL AUTOMOTIVE COMPANY

SCHEDULE I

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, and intending to be legally bound hereby, GENERAL AUTOMOTIVE COMPANY, a Nevada corporation with principal offices located at 5422 Carrier Dr., Suite 309, Orlando, Florida 32819 (the “Maker”), promises to pay to the order of DOUGLAS J. NAGEL (the “Payee”), the principal sum of Six Hundred Sixty Thousand ($660,000) Dollars (the “Principal Amount”) together with interest thereon at a rate per annum of nine (9%) percent (the “Interest Rate”) calculated on the basis of a 365-day year, for the actual number of days elapsed (the “Indebtedness.”)

The Indebtedness evidenced by this Amended and Restated Convertible Promissory Note (the “Amended Note”) arises from obligations set forth in a prior convertible promissory note made by Maker to the order of Payee dated August 18, 2010 (the “Prior Note”.) The indebtedness evidenced by the Prior Note was due and payable in full by the Maker on August 18, 2011, and Maker, in order to avoid default with respect to the Prior Note, and for other good and valuable consideration, the receipt of which is hereby acknowledged, has agreed to the terms and conditions set forth in this Amended Note.

Interest accrued at the Interest Rate shall be paid in installments by the Maker to the Payee on or before the 15 ^th day of each month for interest accrued during the preceding month. The entire Principal Amount, together with all remaining interest thereon at the Interest Rate is due and payable in full on or before August 12, 2012 (the “Maturity Date.”) The Indebtedness may be prepaid by Maker at any time at Maker’s sole discretion subject to the Payee’s conversion rights herein.

Commencing the date hereof, at any time prior to full payment of the Indebtedness, Payee shall have the right to convert the Indebtedness, or any portion thereof to shares of common stock of the Maker (the “Common Stock”) at the price of Five ($0.05) Cents per share subject to adjustment from time to time as follows (the “Conversion Price”):

(1)                  If the number of outstanding shares of Common Stock is increased by a dividend of shares, or split-up, or by a stock split, or by any other subdivision, then the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Amended Note shall be increased in proportion to such increase of outstanding shares of Common Stock.

(2)                  If the number of outstanding shares of Common Stock is decreased by a combination of the outstanding shares or by a reverse stock split, then following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of this Amended Note shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

In order convert the Indebtedness or any portion thereof, Payee shall deliver to Maker at its offices written notice of his intention to convert, which notice shall set forth the amount of the Indebtedness to be converted (“Notice of Conversion”). The Payee shall surrender this Amended Note at the offices of Maker together with the Notice of Conversion. If the Payee elects to convert only a portion of the Indebtedness, then the Maker shall deliver to the Payee a new promissory note providing for the payment on the Maturity Date of all Indebtedness remaining subsequent to the conversion. No fractional shares shall be issued upon the conversion of this Note. In lieu of issuing any fractional shares, Maker shall pay to the holder in cash any remainder resulting after the number of whole shares is determined as a result of the conversion.

The shares of Common Stock converted by Payee shall be issued in the Payee’s name and delivered to the Payee by the Maker within ten (10) business days of Maker’s receipt of the Notice of Conversion. The shares of Common Stock converted by Payee shall be held by Payee with all the rights and privileges of a holder of Common Stock and shall be subject to any and all dividends, distributions, subdivisions, declarations, payments, reclassifications, combinations, or other actions taken by Maker affecting the Common Stock.

In the event of any transaction affecting Maker, including but not limited to any recapitalizaton, reorganization, reclassification, consolidation, merger, or sale of all or substantially all of Maker’s assets, whereby the holders of the Common Stock shall be entitled to receive cash, stock or any other asset or benefit in exchange for Common Stock, Maker shall, prior to the consummation of such transaction, at Payee's sole discretion, make appropriate provisions, reasonably acceptable to Payee, vesting Payee with all rights and benefits which Payee would have obtained had Payee fully exercised his conversion rights in the Common Stock prior to the consummation of the transaction.

The Indebtedness is secured by a first lien on, and security interest in 10,750,000 shares of common stock owned by Maker in Greencell, Inc., a Delaware public corporation (the “Greencell Stock.”) Upon twenty days written notice to the Payee, the Maker may sell all or a portion of the Greencell Stock for the purpose of paying the Indebtedness in full, subject to the approval by the Payee of terms and conditions for payment in full of the Indebtedness upon the closing of any such sale of the Greencell Stock. Payee's security rights and interests are more fully set forth in that certain Pledge and Security Agreement among Payee and Maker of even date herewith.

Maker may prepay the principal balance, or any portion hereof at any time, without penalty; provided that all accrued interest, fees, and costs shall remain due and payable. All payments under this Amended Note shall be made by Maker without defense, set-off or counterclaim in immediately available funds and delivered to Payee at Payee’s office located at 2450 Oak Industrial Drive, Grand Rapids, Michigan 49505, or at such other place as shall be designated in writing by Payee.

The liabilities and obligations of Maker hereunder shall be unconditional without regard to the liability or obligations of any party and shall not be in any manner affected by any indulgence whatsoever granted or consented to by Payee, including without limitation, any release of any party, guarantor, or any collateral, or any extension of time, renewal, waiver of other modification. Any failure of Payee to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time-to-time thereafter.

This Amended Note shall be governed as to its validity, interpretation and effect by the internal laws of the State of Florida for contracts made and to be performed within the State of Florida. The terms of this Amended Note may not be changed or amended orally but only by a writing signed by Payee. In any legal proceeding involving, directly or indirectly, any matter arising out of or related to this Amended Note, or the relationship evidenced hereby or thereby, Maker, and Payee by its acceptance hereof, hereby irrevocably submits to the jurisdiction of any court in Miami-Dade county in the State of Florida or the United States District Court for the Southern District of Florida and agrees not to raise any objection to such jurisdiction or to the laying or maintaining of the venue of any such proceeding in such county.

It shall be an event of default hereunder if: (i) any portion of the Indebtedness is not paid when due; (ii) Maker breaches any of the warranties or covenants contained in this Amended Note, or the Pledge and Security Agreement; (iii) Maker commences a voluntary petition for bankruptcy protection pursuant tothe United States Bankruptcy Code; or (iv) there shall be commenced against Maker an involuntary petition for bankruptcy protection pursuant to the United States Bankruptcy Code and any such proceeding shall remain undismissed for a period of 60 days. Upon the occurrence of an event of default, the entire Indebtedness may become, or may be declared to be, due and payable.

Maker and endorsers of the Amended Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and herby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

The Maker hereby agrees to pay all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Payee in the collection of the Indebtedness evidenced by this Amended Note or in enforcing any of the rights, powers, remedies, and privileges of the Payee hereunder.  As used in this Amended Note, the term "attorneys' fees" shall mean reasonable charges and expenses for legal services rendered to or on behalf of the Payee in connection with the collection of the Indebtedness evidenced by this Amended Note at any time whether prior to the commencement of judicial proceedings and/or thereafter at the trial and/or appellate level and/or in pre- and post judgment or bankruptcy proceedings

If any provision of this Amended Note shall for any reason be held to be invalid or unenforceable such invalidity or unenforceability shall not affect any other provision hereof, but this Amended Note shall be construed as if such invalid or unenforceable provision had never been contained herein.

This Amended Note is an amendment and replacement solely of those terms and conditions of the Prior Note as identified herein. Nothing herein or in any other document executed in connection herewith shall be construed to constitute a waiver of any other terms and conditions of the Prior Note. Nothing herein or in any other document executed in connection herewith shall be construed to constitute payment or satisfaction of the Prior Note or to release or terminate any collateral security therefor.

IN WITNESS WHEREOF, intending to be legally bound hereby Maker has caused this Amended Note to be executed and delivered by one of its duly authorized officers, as an instrument under seal as of the day and year first above written.

GENERAL AUTOMOTIVE COMPANY

By: /s/ Daniel Valladao

DANIEL VALLADAO

Chief Executive Officer

COLLATERALIZED GUARANTY AGREEMENT

THIS COLLATERALIZED GUARANTY AGREEMENT (the “Agreement”) is made as of this 1st ^th day of October, 2011 by GENERAL AUTOMOTIVE COMPANY, a Nevada corporation with principal offices located at 5422 Carrier Dr., Suite 309, Orlando, Florida 32819 (the "Guarantor”) for the benefit of DOUGLAS J. NAGEL (the “Lender.”)

RECITALS

WHEREAS, the Lender has loaned funds to Pro Value Automotive Corporation, a Florida corporation (“Pro Value”) in the principal amount of One Hundred Seventy Five Thousand ($175,000) Dollars (the “Pro Value Loan”) as evidenced by that certain Secured Promissory Note of even date herewith (the “Promissory Note”); and

WHEREAS, Pro Value and the Guarantor are related companies, and in order to induce Lender to provide the Pro Value Loan, the Guarantor has agreed to enter into this Agreement for the purpose of guaranteeing Pro Value’s payment obligations in connection with the Promissory Note.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

1. Guarantee . Guarantor unconditionally and absolutely guarantees Pro Value’s full performance of each and every one of Pro Value’s obligations under the Promissory Note, including but not limited to all payment obligations. The obligation of Guarantor under this Agreement shall not be subject to any reduction, limitation or termination for any reason including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim or termination whatsoever by reason of the invalidity, illegality or unenforceability of the provisions of this Agreement.

2. Continuing Guarantee of Payment . The obligation of Guarantor under this Agreement shall in all respects be a continuing, absolute and unconditional guaranty of prompt and complete payment and performance (and not merely of collection), and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of guarantor) until the full and final payment of all indebtedness evidenced by the Promissory Note.

3. Primary Obligation of Guarantor . The Guarantor hereby waives any rights it may have to compel Lender to proceed first against Pro Value. The Lender’s exercise of any remedies against Pro Value, shall not (except to the extent that the exercise of such remedies cause the Guarantor’s obligations herein to be satisfied) in any way affect the Guarantor’s obligations.

4. Security for Guarantee . The obligation of Guarantor under this Agreement and the indebtedness evidenced by the Promissory Note are secured by a first lien on, and security interest in 10,750,000 shares of common stock owned by Guarantor in Greencell, Inc., a Delaware public corporation (the “Greencell Stock.”) Lender’s security rights and interests are more fully set forth in that certain Pledge and Security Agreement among Lender and Guarantor of even date herewith (the “Security Agreement.”)

5. Entire Agreement . This Agreement, together with the Security Agreement, constitutes the entire agreement between the Lender and the Guarantor with respect to the subject matter hereof, and may not be changed or modified in any manner, nor any rights or remedies waived, except in writing, signed by the party sought to be bound by such change in waiver.

6. Governing Law and Jurisdication . This Agreement shall be governed as to its validity, interpretation and effect by the internal laws of the State of Florida for contracts made and to be performed within the State of Florida. In any legal proceeding involving, directly or indirectly, any matter arising out of or related to this Agreement or the relationship evidenced hereby or thereby, maker, and payee by its acceptance hereof, hereby irrevocably submits to the jurisdiction of any court in Miami-Dade County in the State of Florida or the United States District Court for the Southern District of Florida and agrees not to raise any objection to such jurisdiction or to the laying or maintaining of the venue of any such proceeding in such county.

7. Cost of Enforcement . Guarantor agrees to indemnify Lender for all out-of-pocket third party costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred or paid by Lender in enforcing this Agreement, whether or not litigation is commenced.

8. Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Any counterpart of this Agreement may be executed and delivered by any party via facsimile provided a manually executed counterpart is later delivered to the other parties.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have executed this Agreement, as an instrument under seal, as of the day and year first above written.

GENERAL AUTOMOTIVE COMPANY

By: /s/ Daniel Valladao

DANIEL VALLADAO

Chief Executive Officer

Asset Purchase Agreement

THIS AGREEMENT made as of October 2, 2011, between ProValue Automotive Corporation, (the “Buyer”) and ProValue Parts, LLC (the “Seller”)

IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.                    Purchase of Assets . The Buyer agrees to purchase from the Seller and the Seller agrees to sell to the Buyer all of the undertaking, property and assets of the Seller used in the Seller's automotive parts and supply business (the “Business”) as a going concern, of every kind and description and wherever situated, including but not limited to all furniture, fixtures, equipment, inventory, accounts receivable, contracts or accounts, cash on hand, trademarks, trade names and other intellectual property, websites or domain names, all goodwill and any and all other assets of any kind or nature, tangible or intangible, fixed or contingent. Additionally, Buyer shall assume all trade payables of Seller, and shall assume the indebtedness due to Douglas Nagel in the amount of $175,000.

2.                    Purchase Price . The purchase price (the “Purchase Price”) payable by the Buyer to the Seller for the Assets shall be determined based upon the value of the shares of Buyer once Buyer becomes publicly traded. Buyer is a newly formed entity and will have, upon the closing of this transaction and a private financing, a total of twenty one million (21,000,000) shares issued and outstanding. Five million (5,000,000) of those shares have already been purchased by initial bridge investors. Buyer intends to raise up to $1 million by a private sale of it’s shares at 10 cents per share, therefore it may issue up to ten million (10,000,000) shares for said financing. Once Buyer closes that private sale, however many shares out of the total twenty one million (21,000,000) shares are remaining shall be issued to Seller. All money raised by Buyer, either through the bridge financing or the private sale, shall be delivered to Seller as a part of the purchase price, less reasonable legal, accounting and other costs associated with Buyer going public by direct registration. The shares issued to seller shall be restricted shares, and shall not have registration rights, or otherwise be sold for a period of at least 12 months following the initial trading of Buyer’s stock on the OTCBB or other exchange.

3.                    Payment of Purchase Price . The Purchase Price shall be paid and satisfied at Closing by the Buyer by delivery of all case raised by Buyer, either through the bridge financing or private sale, less the reasonable retained costs for going public, plus the amount of shares as determined by the above stated formula once the Buyer has closed the private financing.

4.                    Allocation of Purchase Price . The Purchase Price shall be allocated among the Assets according to an allocation which the parties undertake settle upon, acting reasonably, prior to Closing. The Seller and the Buyer agree that the amounts so attributed to the Assets are the respective fair market values thereof, and shall file in mutually agreeable form all elections required or desirable under the Internal Revenue Code of 1986 , as amended in respect of the foregoing allocations.

5.                    Closing Date . Time shall be of the essence of this Agreement. The closing of this transaction shall take place on October 3, 2011, however, payment to Seller of the cash and shares representing the purchase price shall occur prior and subsequent to said closing date until the final purchase price has been paid.

6.                    Insurance . The Seller shall, up to Closing maintain in force all insurance presently in force on the Assets or in respect of the Business. Any proceeds of insurance payable in respect of any event which occurs on or prior to the Closing Date shall be received in trust for the Buyer and shall promptly be paid over to the Buyer at Closing if the Buyer shall complete the purchase of the Assets, failing which the Seller shall be absolutely entitled to such proceeds. The Buyer acknowledges that it will be responsible for placing its own insurance in respect to the Assets and Business at or before Closing if the Seller’s insurance is not transferred to the Buyer on Closing if the Seller’s insurance is not transferred to the Buyer on Closing.

7.                    Normal Course of Business . After the date of this Agreement, the Seller shall cause the Business to be carried on in the normal course of business.

8.                    Lease of Business Premises . Within five (5) days after the date of this Agreement, the Seller shall deliver to the Buyer a copy of the lease of the premises of the Business. On or before Closing, the Seller agrees to obtain the landlord’s consent to an assignment of such lease to the Buyer. On or before Closing, the Seller and the Buyer agree to execute an assignment of the Seller’s interest in the lease to the Buyer.

9.                    Third Party Consents . The Seller shall use its best efforts to obtain consents of all requisite parties to the assignment of contracts forming part of the Assets; and the Seller shall pay the cost of soliciting such consents. The Buyer will cooperate in obtaining such consents.

10.                 Representations and Warranties . The Seller represents and warrants to the Buyer as follows:

(a)                  The Seller is not and will not be a non-resident alien within the meaning of the Internal Revenue Code of 1986 , as amended.

(b)                  All financial statements provided to the Buyer have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and present fairly the financial position of the Business as at the date thereof and include and disclose the material liabilities (either actual, accrued or contingent and whether direct or indirect) of the Business as of such date.

(c)                  The Business is not now, nor at Closing will be bound by any agreement whether written or oral with any employee providing for a specified period of notice of termination nor providing for any fixed term of employment; and has now and at Closing will have no employees who cannot be dismissed upon such notice as is required by statutory or common law;

(d)                  The Business will not, at Closing be bound by any outstanding contract or commitment which requires prior approval of the assignment thereof by the Seller to the Buyer resulting from the consummation of the transactions provided for herein, unless such consent is obtained and provided to the Buyer on Closing.

(e)                  The Seller now has and at Closing will have a good and marketable title to the Assets, free and clear of any and all claims, liens, encumbrances and security interests whatsoever.

(f)                   The Business is not now and at Closing will not be in arrears or in default in respect of the filing of any required state, local or foreign or other return, and at each of such times (i) all taxes, filing fees and other assessments due and payable or collectable from the Business shall have been paid or collected, (ii) no claim for additional taxes, filing fees or other amounts and assessments has been made which has not been paid, and (iii) to the best of the Seller’s knowledge, no such return shall have contained any misstatement or concealed any statement that should have been included therein. The Business has withheld and will withhold up to Closing from each payment made to any employee the amount of all taxes (including but not limited to income tax) and other deductions required to be withheld therefrom and have paid or will pay such amounts to the proper tax or other receiving authority.

The representations and warranties of the Seller contained herein shall survive the Closing and shall continue in full force and effect for the benefit of the Buyer for a period of three years following the Closing Date after which time the Seller shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Buyer in writing prior to the expiration of such period.

11.                 Closing Deliveries . At Closing, the parties shall deliver the following, in addition to any other documents, agreements or deliverables required or provided by this Agreement:

(a)                  the Seller shall deliver to the Buyer:

(i)                    possession of the Assets;

(ii)                  a bill of sale conveying the Assets to the Buyer;

(iii)                 a Certificate certifying that all representations and warranties contained in this Agreement are true and correct in all material respects as of the Closing Date;

(iv)                all other instruments, assurances, transfers, assignments, consents, elections (and supporting materials) under the Internal Revenue Code of 1986 , as amended, and other documents as the Buyer’s attornies consider reasonably necessary or desirable to validly and effectively complete the transfer the Assets to the Buyer; and

(b)                  the Buyer shall deliver to the Seller:

(i)                    the balance of the Purchase Price payable on Closing; and

(ii)                  all other instruments, assurances and documents as the Seller’s attornies consider reasonably necessary or desirable to validly and effectively complete this transaction.

12.                 Bulk Sales Compliance . The Seller shall comply with applicable bulk sales legislation.

13.                 General .

(a)                  Schedules and other documents attached or referred to in this Agreement are an integral part of this Agreement.

(b)                  The division of this Agreement into paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

(c)                  This Agreement constitutes the entire agreement among the parties and except as herein stated and in the instruments and documents to be executed and delivered pursuant hereto, contains all of the representations and warranties of the respective parties. There are no oral representations or warranties amount the parties of any kind. This Agreement may not be amended or modified in any respect except by written instrument signed by both parties.

(d)                  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

(e)                  Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by facsimile, telex or other similar means of electronic communication (confirmed on the same or following day by prepaid mail) addressed to the recipient at the address of the recipient noted above. Any notice so given shall be deemed conclusively to have been received when so personally delivered or sent by telex, facsimile or other electronic communication or on the second day following the sending thereof by private courier or mail. Any party hereto or others mentioned above may change any particulars of its address for notice by notice to the others in the manner aforesaid.

(f)                   This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above mentioned.